COP 10-K & 10-Q changes, risk factors and insider trading

Among the most significant factors impacting our revenues, operating results and future rate of growth are the sales prices for crude oil, bitumen, LNG, natural gas and NGLs. These prices are tied to market prices that can fluctuate widely due to factors beyond our control. For example, over the course of 2024,2025, WTI crude oil prices ranged from a high of $87$80 per barrel in AprilJanuary to a low of $66$55 per barrel in September.December. Given the volatility in commodity pricethe drivers of commodity prices and our associated realizations, the worldwide political and economic environment, including potential economic slowdowns or recessions, unexpected shocks to supply and demand resulting from future global health crises, such as those that were experienced in connection with the COVID-19 pandemic,demand, or increased uncertainty generated by armed hostilities and geopolitical tension and escalations in various oil-producing regions around the globe, prices for crude oil, bitumen, LNG, natural gas and NGLs may continue to be volatile.

Our framework for managing climate-related business risk is set out in our ClimateClimate-related Risk Strategy, which describes our strategic flexibility, approach to reducing Scope 1 and 2 emissions intensity, technology choices and engagement efforts. Among other things, we have set near- and medium-term GHG intensity reduction targets, as well as targets around flaring and methane. Our ability to achieve the stated targets, goals and ambitions within the ClimateClimate-related Risk Strategy's framework is subject to a number of risks and uncertainties beyond our control, including government policies and markets, acceptance of carbon capture technologies, development of markets and potential permitting and regulatory changes, all of which may impair our ability to execute on current or future plans. In addition, the pace of development of effective emissions measurement and abatement technologies, and the actual pace of developmentdeployment may be inadequate, or the technologies actually developed may be insufficient to allow us to achieve our stated targets, goals and ambitions.

Furthermore, executing our ClimateClimate-related Risk Strategy could be costly, is likely to encounter unforeseen obstacles, will proceed at varying paces and may be accomplished in a manner that we cannot predict at this time. We expect to be required to purchase emission credits and/or offsets in the future. There may be an insufficient supply of offsets, and we could incur increasingly greater expenses related to our purchase of such offsets. Even if we are able to acquire an adequate amount of such offsets at satisfactory prices, investors, regulators or other third parties may not perceive this practice as an acceptable means of achieving our operational emission reduction goals.targets. As advanced technologies are developed to accurately measure emissions, we may be required to revise our emissions estimates and reduction goals or otherwise revise aspects of our ClimateClimate-related Risk Strategy. We may be adversely affected and potentially need to reduce economic end-of-field life of certain assets and impair associated net book value due to the emissions intensity of some of our assets. Even if we meet our goals, our efforts may be characterized as insufficient.

InWe earlycontinue 2021,to weevaluate establishedlow a multidisciplinary Low Carbon Technologies organization with the remit of supporting our emissions reduction objectives, understanding the alternative energy landscape and prioritizingcarbon opportunities for potential future competitiveinvestment investment.in support of our operational emission reduction targets. Such potential investments may expose us to numerous financial, legal, operational, reputational and other risks. While we perform a thorough analysis on these investments, the related technologiesrisks and markets are at early stages of development and we do not yet know what rate of return we will achieve, if any, and we may suspend our evaluation or investment if we determine that applicable markets have not developed at the pace required to support further investment. For example, as a result of the hydrogen and ammonia markets not developing at a pace required to support further investment, in 2024 we decided to suspend our evaluation of a low-carbon ammonia production facility on the U.S. Gulf Coast. Furthermore, we may not beultimately ablecontribute materially to scaleoperational potentialemissions investments.reductions. The success of ourany low-carbonsuch strategyinvestment will depend in part upon the cooperation of government agencies, the support of stakeholders, the development of relevant markets for low carbon fuels, our ability to research and forecast potential investments, willingness of industry partners to collaborate and our ability to apply our existing strengths and expertise to new technologies, projects and markets.

Our ability to sell and deliver the crude oil, bitumen, LNG, natural gas and NGLs that we produce also depends on the availability, proximity and capacity of gathering, processing, compression, transportation and pipeline facilities and equipment, as well as any necessary diluents to prepare our crude oil, bitumen, LNG, natural gas and NGLs for transport. The facilities, equipment and diluents we rely on may be temporarily unavailable to us due to market conditions, extreme weather events, permitting delays and other regulatory matters, mechanical reasons or other factors or conditions, many of which are beyond our control. In addition, in certain newer plays, the capacity of necessary facilities, equipment and diluents may not be sufficient to accommodate production from existing and new wells, and construction and permitting delays, permitting costs and regulatory or other constraints could limit or delay the construction, manufacture or other acquisition of new facilities and equipment. If any facilities, equipment or diluents, or any of the transportation methods and channels that we rely on become unavailable for any period of time, we may incur increased costs to transport our crude oil, bitumen, LNG, natural gas and NGLs for sale; we may be forced to curtail our production of crude oil, bitumen, natural gas or NGLs, or we may not be able to meet all the objectives in our ClimateClimate-related Risk Strategy, such as reducing routine flaring.

Our operations are subject to a variety of hazards and risks that require significant and continuous oversight, such as the monitoring, prevention or mitigation of or protection from explosions,explosions; fires,fires; product spills,spills; severe weather,weather; geological events,events; global health crises, such as epidemics and pandemics,pandemics; labor disputes,disputes; geopolitical tensions,tensions and escalations; armed hostilities,hostilities; terrorist or piracy attacks,attacks; sabotage,sabotage; civil unrest or cyberattacks. Our operations are subject to additional hazards concerning exposure to and potential release of pollutants and toxic substances, as well as other environmental hazards and risks. For example, offshore activities may pose incrementally greater technological challenges, operating risks and potential for adverse consequences from operational failures because of complex subsurface conditions such as higher reservoir pressures, water depths and metocean conditions. All such hazards could result in loss of human life, significant property and equipment damage, environmental pollution, impairment of operations, substantial losses to us and damage to our reputation. Our business and operations may be disrupted if we do not respond, or are perceived not to respond, in an appropriate manner to any of these hazards and risks or any other major crisis or if we are unable to efficiently restore or replace affected operational components and capacity. Countermeasures to address global health crises, epidemics or pandemics may result in reduced demand for our products; disruptions to our supply chain, the global economy or financial or commodity markets; disruptions in our contractual arrangements with our service providers, suppliers and other counterparties; failures by our suppliers, contract manufacturers, contractors, joint venture partners and external business partners,partners to meet their obligations to us; reduced workforce productivity; and voluntary or involuntary curtailments. Further, our insurance may not be adequate to compensate us for all resulting losses described above, and the cost to obtain adequate coverage may increase for us in the future or may not be available.

Any of these factors, or other cascading effects of such factors, could materially increase our costs; negatively impact our revenues or ability to implement and advance our ClimateClimate-related Risk Strategy; and damage our financial condition, results of operations, cash flows and liquidity position. The full extent and duration of any such impacts cannot be predicted at this time because of the lack of certainty surrounding their sources, causes and outcomes.

We have incurred and will continue to incur substantial capital, operating and maintenance, and remediation expenditures as a result of these laws and regulations. In addition, to the extent these expenditures are assumed by a buyer as a result of a disposition, it may result in our incurring substantial costs if the buyer is unable to satisfy these obligations. Any actual or perceived failure by us to comply with existing or future laws, regulations and other requirements could result in administrative or civil penalties, criminal fines, other enforcement actions or third-party litigation against us. To the extent these expenditures, as with all costs, are not ultimately reflected in the prices of our products, our business, financial condition, results of operations and cash flows in future periods, as well as our ability to implement and advance our ClimateClimate-related Risk Strategy could be adversely affected.

Continuing political and societal attention to the issue of global climate change has resulted in both existing and pending international agreements and national, regional or local legislation and regulatory measures to limit GHG emissions, such as cap and trade regimes, specific emission standards, carbon taxes, restrictive permitting, increased fuel efficiency standards and incentives or mandates for renewable and alternative energy. Although we may support the intent of legislative and regulatory measures aimed at addressing climate-related risks, the specifics of how and when they are enacted could result in a material adverse effect to our business, financial condition, results of operations and cash flows in future periods as well as our ability to implement and advance our ClimateClimate-related Risk Strategy.

For example, in 2024, New York and Vermont passed legislation seeking to hold certain energy companies financially responsible for state climate change mitigation and adaptation measures, following the "polluter pays" model of existing Superfund laws. This responsibility may include paying into a fund for infrastructure repairs and recovery from extreme weather events that would otherwise be covered by the government. While only two U.S. states have enacted such laws to date, other states have introduced similar measures, and it is likely that more states will consider a similar approach. Compliance with such legislation may expose us to significant additional liabilities.

Furthermore, in December 2023, the EPA published a final rule that revises the regulations governing, among other things, the emission of methane and volatile organic compounds from new oil and gas production facilities and emission guidelines for states to use when revising Clean Air Act implementation plans to limit methane emissions from existing oil and gas facilities. AlsoHowever, pursuantin to the Inflation Reduction Act of 2022,2025 the EPA published certain rules in 2024moved to facilitatedismantle some climate-related regulations (e.g. delaying compliance deadlines for methane standards and proposing to eliminate most obligations under the determinationGreenhouse andGas paymentReporting Program). These policy swings create additional uncertainty for companies who need to plan for operations that will endure through administrations. These regulatory changes may also complicate our ability to access non-operated or joint venture emissions data to complete our inventory of a charge on methane emissions from selected facilities in the oil and natural gas industry, including many of the facilities operated by ConocoPhillips. These final rules could result in additional capital expenditures and compliance, operating and maintenance costs, any of which may have an adverse effect on our business and results of operations.emissions.

Increasing attentionAttention to global climate change has also resulted in pressure from and upon stockholders, financial institutions and other financial market participants to potentially limit or discontinue investments, insurance and funding to oil and gas companies. For example, a significant number of financial institutions have pledged to meet the goal of net zero by 2050, as well as setting interim targets for 2030 or earlier. While these targets do not prohibit financial sector stakeholders from doing business with oil and gas companies, stakeholders may self-impose limits. Conversely, we also face pressure from some in the investment community and certain public interest groups to limit the focus on ESG in our decision-making, arguing that ESG considerations do not relate to financial outcomes. As public pressure continues to mount on the financial sector, our costs of capital may increase.

Furthermore, increasing attention to global climate change has resulted in an increased likelihood of governmental investigations and private litigation, which could increase our costs or otherwise adversely affect our business. Beginning in 2017 and continuing through 2024,2025, cities, counties, governments and other entities in several states/territories in the U.S. have filed lawsuits against oil and gas companies, including ConocoPhillips, seeking compensatory damages and equitable relief to abate alleged climate change impacts. Additional lawsuits with similar allegations are expected to be filed.filed by governmental entities. In 2025, a putative class action was filed against oil and gas companies, including ConocoPhillips, seeking to hold energy companies liable for increased home insurance premiums allegedly due to climate change losses. The amounts claimed by plaintiffs are unspecified and the legal and factual issues involved in these cases are unprecedented. We believe these lawsuits are factually and legally meritless and are an inappropriate vehicle to address the challenges associated with climate change, and we will vigorously defend against such lawsuits. The ultimate outcome and impact to us cannot be predicted with certainty, and we expect to incur substantial legal costs associated with defending these and similar lawsuits in the future. We could also receive lawsuits alleging a failure or lack of diligence to meet our publicly stated ESG goals or alleging misrepresentation related to our ESG activity.

In addition, certain interest groups have also proposed ballot initiatives, contested lease sales and challenged project permits, for example, to restrict oil and natural gas development generally as well as specific projects, including the Willow project in Alaska. In the event that ballot initiatives, local, state, or national restrictions or prohibitions are adopted and result in more stringent limitations on the production and development of oil and natural gas in areas where we conduct operations, we may incur significant costs to comply with such requirements or may experience delays or curtailment in the permitting or pursuit of exploration, development or production activities. Such compliance costs and delays, curtailments, limitations or prohibitions could have a material adverse effect on our business, prospects, results of operations, financial condition, liquidity and ability to implement and advance the ClimateClimate-related Risk Strategy.

Approximately 3229 percent of our hydrocarbon production was derived from production outside the U.S. in 2024,2025, and 3231 percent of our proved reserves, as of December 31, 2024,2025, were located outside the U.S. We are subject to risks associated with our operations in foreign jurisdictions and international markets, including changes in foreign governmental policies relating to crude oil, bitumen, LNG, natural gas or NGLs pricing and taxation; other regulatory or economic developments (including the macro effects of U.S. and international trade policies and disputes); disruptive geopolitical conditions such as therecent conflict escalation of geopolitical tension in the Middle East in late 2023 and throughEastern 2024Europe; and international monetary and currency rate fluctuations. Restrictions on production of oil and gas could increase to the extent governments view such measures as a viable approach for pursuing national and global energy security and climate policies. In addition, some countries where we operate lack a fully independent judiciary system. This, coupled with changes in foreign law or policy, results in a lack of legal certainty that exposes our operations to increased risks, including increased difficulty in enforcing our agreements in those jurisdictions and increased risks of adverse actions by local government authorities, such as expropriations. Actions by host governments, such as the expropriation of our oil assets by the Venezuelan government, have affected operations significantly in the past and may continue to do so in the future.

Any of these actions could adversely affect our business or operating results, including our ability to implement and advance the ClimateClimate-related Risk Strategy.

Additionally, as of December 31, 2024,2025, $30.7up to $25.7 billion of share repurchase authority remained. In October 2024, our Board of Directors approved an increase from our prior authorization of $45 billion by a total of the lesser of $20 billion or the number of shares issued in our acquisition of Marathon Oil, such that the company is not to exceed $65 billion in aggregate purchases. Our share repurchase program does not obligate us to acquire a specific number of shares during any period, and our decision to commence, discontinue or resume repurchases in any period will depend on the same factors that our Board of Directors may consider when declaring dividends, among other factors. In the past, we have suspended our share repurchase program in response to market downturns, including as a result of the oil market downturn that began in early 2020, and we may do so again in the future.

In addition, we have exposure to cybersecurity risks where our data and proprietary information are collected, hosted, and/or processed by third-party cloud and service providers. In addition, many of our vendors, including suppliers that are closely integrated into our business, have been victims of cybersecurity attacks that have accessed and exfiltrated information from their systems. Our risks may be exacerbated by a delay or failure to detect a cybersecurity incident or to understand the full extent of such incident notwithstanding our risk management processes and controls. We face risks associated with new and ever-increasing phishing techniques, hidden malware, as well as risks associated with electronic data proliferation and technology digitization. We also face increased risk with the increased sophistication of generative artificial intelligence capabilities, which may improve or expand the existing capabilities of cybercriminals described above in a manner we cannot predict at this time.

ConocoPhillips is one of the world’s leading E&P companiescompanies, based on both production and reservesreserves, with operations and activities in 14 countries. Our diverse, low cost of supply portfolio includes resource-rich unconventional plays in North America; conventional assets in North America, Europe, Africa and Asia; global LNG developments; oil sands in Canada; and an inventory of global exploration prospects. Headquartered in Houston, Texas, at December 31, 2024,2025, we employed approximately 11,8009,900 people worldwide and had total assets of $123$122 billion.

The macro-environment ofAs the global energy industry continues to evolve.evolve, we remain committed to creating long-term value for our stockholders. We believe ConocoPhillips plays an essential role in responsibly meeting the global demand for energy, while continuing to deliver competitive returns on and of capital and working to meet our previously established emissions-reduction targets. We call this our Triple Mandate, and it represents our commitment to create long-term value for stockholders. Our value proposition to deliver competitive returns to stockholders through price cycles is guided by our foundational principlesprinciples, which consist of maintaining balance sheet strength, providing peer-leading distributions, making disciplined investments, and demonstrating responsible and reliable ESG performance.

Total company production in 20242025 was 1,9872,375 MBOED, yielding cash provided by operating activities of $20.1$19.8 billion. We invested $12.1$12.6 billion into the business in the form of capital expenditures and investments, inclusive of $0.4 billion of spend related to fourth-quarter acquisitions,investments and provided returns of capital to shareholders of $9.1$9.0 billion through our ordinary dividend, VROCdividend and share repurchases. In 2024,2025, we returned $3.6$4.0 billion through the ordinary dividenddividend, andinclusive VROC,of includingan increase in December whenof we increased our ordinary dividend by 34eight percent to 7884 cents per share, effectively incorporating the amount of the prior quarter VROC into the ordinary dividend.share. In addition, we returned $5.5$5.0 billion to shareholders through share repurchases. As of December 31, 2024,2025, we have repurchased $34.3$39.3 billion of shares of our authorized share repurchase program since 2016. In February 2025,2026, we announced our 2025 planned return of capital to shareholders of $10 billion, at current commodity prices, through our return of capital framework. We also declared a first-quarter ordinary dividend of 7884 cents per share.

Balance sheet strength. A strong balance sheet is a strategic asset that provides flexibility through price cycles. We strive to maintain our ‘A’-rating, as we did throughout 2024.2025. In 2024,2025, wethe initiatedcompany andretired completed$0.7 strategicbillion principal amount of debt transactionsat to extend the weighted average maturity of our portfolio and reduce near-term debt maturities.maturity. We ended the year with cash and cash equivalents and restricted cash of $5.9$6.9 billion, short-term investments of $0.5 billion and long-term investments in debt securities of $1.1 billion, maintaining balance sheet strength.

Peer leadingPeer-leading distributions. We believe in delivering value to our shareholders via our return of capital framework, which consists of a growing, sustainable ordinary dividend,dividend and share repurchases and the discretion to utilize VROC in an elevated price environment.repurchases. This framework is how we plan to return greater than 30 percent of our net cash provided by operating activities to shareholders. In 2024,2025, we returned $3.6$4.0 billion to shareholders through our ordinary dividend and VROC and $5.5$5.0 billion through share repurchases. Our combined dividends and share repurchases of $9.1$9.0 billion represented 4546 percent of our net cash provided by operating activities. In February 2025, we announced our 2025 planned return of capital to shareholders of $10 billion, at current commodity prices, through our return of capital framework.

•Exercise capital discipline. Our global portfolio is deep, diverse and durable. As we consider our capital investment opportunities, we apply a rigorous framework that we believe allows for competitive free cash flow to be available to return to shareholders. ByWe believe allocating tocapital ourbased on low cost of supply resource base,base wewill areresult allocatingin tohigher high return assetsreturns and drivingdrive resiliency tothrough low prices. We also balance our investments between shortshort- and longer cyclelonger-cycle projects. For example, in 2024,2025, we investedcontinued to invest in short-cycle projects in the Lower 48 segment, as well as longer-cycle projects such as Willow in Alaska and LNG projects in Qatar and Port Arthur.Alaska. This capital allocation framework seeks to maximize free cash flow through price cycles. Cost of supply is the WTI equivalent price that generates a 10 percent after-tax return on a point-forward and fully burdened basis. Fully burdened basis includes capital infrastructure, foreign currency exchange rates, cost of carbon, price-related inflation and G&A.

•Control our costs. Controlling our costs, without compromising safety or environmental stewardship, is a high priority. Using various methodologies, we monitor costs monthly, on an absolute-dollar basis and a per-unit basisbasis, and report to management. Managing costs is critical to maintaining a competitive position in our cyclical industry and positively impacts our ability to deliver strong cash from operations.

•Optimize our portfolio. We continue tocontinually evaluate our assets to determine whether they compete for capital within our portfolio and optimize as necessary, directing capital towards the most competitive investments and disposing of assets that do not compete.

Reserve replacement represents the net change in proved reserves, net of production, divided by our current year production. Our reserve replacement was 24480 percent in 2024,2025, reflecting a net increasedecrease from developmentdispositions drillingin activity;noncore extensionsassets in Lower 48 and discoveries;lower and purchases, including our acquisition of Marathon Oil;prices, partially offset by lowerdevelopment prices.drilling activity and extensions and discoveries. Our organic reserve replacement, which excludes a net increasedecrease of 886165 MMBOE from sales and purchases, was 12399 percent in 2024.2025.

Environmental, Social and Governance performance. We are committed to the efficient and effective exploration and production of oil and natural gas. We seek to deliver energy to the world through an integrated management system that assesses sustainability-related business risks and opportunities as part of our decision-making processprocess, and remain committed to our targets. Recognizing the importance of ESG performance to our stakeholders and company success, we have a governance structure that extends from the board of directors to executive leadership and business unit managers.

OurCommodity earningsprices and operatingthe cashassociated flowsrealizations generallyare correlatethe withmost crudesignificant oilfactor impacting our profitability and naturalrelated gasreturns on and of capital to our shareholders. Dynamics that could influence world energy markets and commodity prices.prices Commodityinclude, price levelsbut are subject to factors external to the company and over which we have no control, including but not limited toto, global economic health, supply or demand disruptions or fears thereof caused by civil unrest, global pandemics, military conflicts, actions taken by OPEC Plus and other major oil producing countries, environmental laws, tax regulations,tariffs, governmental policies and weather-related disruptions. TheOur followingstrategy graphis depictsto create value through price cycles by delivering on the averagefinancial, benchmark prices for WTI crude oil, Brent crude oiloperational and U.S.ESG Henrypriorities Hubthat naturalunderpin gasour sincevalue 2022:proposition.

Our worldwide annual average realized price decreaseddecrease sixwas percentdriven from $58.39 per BOE in 2023 to $54.83 per BOE in 2024 primarily due toby lower crude and natural gasbitumen prices.

•Distributed $9.1$9.0 billion to shareholders, including $5.5$5.0 billion through share repurchases and $3.6$4.0 billion through the ordinary dividend and VROC;

•Ended the year with cash, cash equivalents andequivalents, restricted cash of $5.9 billion,and short-term investments of $0.5$7.4 billion and long-term investments in debt securities of $1.1 billion;billion.

•Delivered full-year total company and Lower 48 production of 1,9872,375 MBOED and 1,152 MBOED, respectively. Excluding one month of Marathon Oil production, the company and Lower 48 produced 1,955 MBOED and 1,1241,484 MBOED, respectively;

Production,Capital, Production and DD&A and Capital

The terms “earnings” and “loss” as used in Management’s Discussion and Analysis refer to net income (loss). Throughout this quarterly report on Form 10-Q, certain totals and percentages may differ from the precise sum of the underlying components due to rounding.

ConocoPhillips is one of the world’s leading E&P companies based on production and reserves, with operations and activities in 1415 countries. Our diverse, low cost of supply portfolio includes resource-rich unconventional plays in North America; conventional assets in North America, Europe, Africa and Asia; global LNG developments; oil sands in Canada; and an inventory of global exploration prospects. Headquartered in Houston, Texas, at MarchJune 31,30, 2026, we employed approximately 9,7009,600 people worldwide and had total assets of $123$124 billion.

Geopolitical tensions in the Middle East, including the ongoing conflict involving Iran, have increased volatility in global energy markets and may elevate risks to regional operations, infrastructure and shipping routes. We have investments in LNG facilities in Qatar, including one producing asset and two projects under construction. In March 2026, due to the conflict, QatarEnergy constrained LNG production at its major Ras Laffan facilities. Our investments have not been damaged, though production remained constrained through the second quarter of 2026, and there are no indications of impairment. However, further escalation could adversely affect operations, LNG transportation and construction and have broader supply chain impacts. Production from our Qatar investments was approximately four percent of total company production volumes in 2025. The company continues to monitor developments and prioritize the safety of personnel and the integrity of our operations. See Note 3.6.

Production was 2,3092,248 MBOED in the firstsecond quarter of 2026, a decrease of 80143 MBOED from the same period a year ago. After adjusting for impacts from closed acquisitions and dispositions, first-quartersecond-quarter 2026 production decreased by 1498 MBOED or onefour percent from the same period a year ago.

First-quarterSecond-quarter 2026 production resulted in $4.3$7.4 billion of cash provided by operating activities. We returned $2.0$3.0 billion to shareholders, consisting of $1.0$2.0 billion through share repurchases and $1.0 billion through our ordinary dividend. We ended the quarter with cash, cash equivalents, restricted cash and short-term investments totaling $6.7$8.1 billion and long-term investments in debt securities of $1.2 billion.

Also in the firstsecond quarter of 2026, we re-investedreinvested $2.9$3.0 billion into the business in the form of capital expenditures and investments, with over half of the expenditures related to flexible, short-cycle unconventional plays in the Lower 48 segment.

In AprilAugust 2026, we declared a second-quarterthird-quarter ordinary dividend of $0.84 per share.

The following table presents average prices for the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025.

Oil and bitumen prices were higher in the firstsecond quarter of 2026 compared towith the same period of 2025 as Middle East supply disruptions correspondedthat tobegan higherin marketthe prices.first quarter of 2026 persisted through the second quarter.

Total realized prices were lowerhigher in the firstsecond quarter of 2026 compared towith the same period of 2025 despite increased commodity prices, primarily duedriven toby lowerhigher realized gasindustry prices infor the Permian.oil.

•Reported first-quartersecond-quarter 2026 earnings per share of $1.78$3.23;

•Ended the quarter with cash, cash equivalents,equivalents and restricted cash andof $7.0 billion, short-term investments of $6.7$1.1 billion and long-term investments of $1.2 billion.

Capital spending forThird-quarter 2026 production is expected to be $122.29 to $12.52.32 billion.MMBOED.

All otherfull-year guidance remainsitems remain unchanged.

Unless otherwise indicated, discussion of consolidated results for the three-monththree- periodand six-month periods ended MarchJune 31,30, 2026, is based on a comparison with the corresponding period of 2025. Throughout the document, certain totals and percentages may differ from the precise sum of the underlying components due to rounding.

We explore for, produce, transport and market crude oil, bitumen, natural gas, LNG and NGLs on a worldwide basis. In the quarter ended MarchJune 31,30, 2026, our operations were producing in the U.S., Australia, Canada, China, Equatorial Guinea, Libya, Malaysia, Norway and Qatar.

Total production in the firstsecond quarter of 2026 was 2,3092,248 MBOED, a decrease of 80143 MBOED or threesix percent from the same period a year ago. Total production in the six-month period ended June 30, 2026, was 2,278 MBOED, a decrease of 113 MBOED or five percent from the same period a year ago. Production decreases were primarily driven by normal field decline.

After adjusting for impacts from closed acquisitions and dispositions, first-quartersecond-quarter 2026 production decreased by 1498 MBOED or onefour percent from the same period a year ago. After adjusting for closed acquisitions and dispositions, production in the six-month period ended June 30, 2026, decreased by 57 MBOED or four percent.

Purchased commodities for the three-monththree- periodand ofsix-month 2026periods ended June 30, 2026, increased $95$1,627 million and $1,722 million, respectively, primarily due to higher powercrude prices, higher power and gas volumes and higher LNG activity. These increases wereprices partly offset by lower derivativesgas impacts and crude volumes.prices.

Production and operating expenses for the three-monththree- periodand ofsix-month 2026periods ended June 30, 2026, decreased $230$141 million and $371 million, respectively, primarily due to lower activity levels and increased efficiencies.

DD&A for the three-monththree- periodand ofsix-month 2026periods ended June 30, 2026, increased $160$145 million and $305 million, respectively, primarily due to higher DD&A rates, driven by higher net book values from the finalized allocations of our Marathon Oil purchase price to specific assets and lower proved developed reserves as of December 31, 2025.

Unless otherwise indicated, discussion of segment results for the three-monththree- periodand six-month periods ended MarchJune 31,30, 2026, is based on a comparison with the corresponding period of 2025 and are shown after-tax.

The Alaska segment primarily explores for, produces, transports and markets crude oil, NGLs and natural gas. As of MarchJune 31,30, 2026, Alaska contributed 1211 percent of our consolidated liquids production and one percent of our consolidated natural gas production.

Alaska reported earnings of $294$522 million and $816 million in the firstthree- quarterand ofsix-month periods ended June 30, 2026, respectively, compared with earnings of $327$135 million inand $462 million for the firstsame quarterperiods of 2025.

Average production decreased 1320 MBOED and 17 MBOED in the three-monththree- periodand ofsix-month 2026periods ended June 30, 2026, respectively, primarily driven by normal field decline.

The production decreases were partly offset by new wells online in the second half of 2025.online.

The Lower 48 segment consists of operations located in the U.S. Lower 48 states and commercial operations. As of MarchJune 31,30, 2026, the Lower 48 contributed 6869 percent of our consolidated liquids production and 7374 percent of our consolidated natural gas production.

Lower 48 reported earnings of $1,403$2,584 million and $3,987 million in the firstthree- quarterand ofsix-month periods ended June 30, 2026, respectively, compared with earnings of $1,790$1,399 million inand $3,189 million for the firstsame quarterperiods of 2025.

Earnings in the firstsecond quarter of 2026 included lowerhigher sales revenues resulting from lower overallhigher realized crude and NGL prices of $303$1,892 million,million. Additional increases to earnings include lower production and operating expenses of $155 million primarily driven by efficiencies. Decreases to earnings include lower gas prices of $459 million driven by lower gas realizations and NGL prices, and lower volumes of $85$125 million. Additional decreases to earnings include the absence of a gain on a disposition of $254 million and higher DD&A of $115$112 million, primarily driven by higher rates, due to higher net book values from the finalized allocations of our Marathon Oil purchase price to specific assets,assets and lower proved developed reserves as of December 31, 2025. Increases to earnings in the first quarter of 2026 included lower production and operating expenses of $186 million, primarily driven by efficiencies and decreased activity.